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Re: Renee post# 6

Monday, 02/11/2019 8:48:42 AM

Monday, February 11, 2019 8:48:42 AM

Post# of 49
$DTRM: Massive 8k-out.... Company sold for $30Million Cash


Corcentric Acquisition, LLC, is the buyer.....

https://globenewswire.com/news-release/2019/02/11/1716422/0/en/Corcentric-Inc-To-Acquire-Determine-Inc.html


Current MarketCap of $DTRM only $3Million... this goes to $1 today.
Previous Closing price is $0.20/sh


https://www.otcmarkets.com/filing/html?id=13206248&guid=lqLtUH_dFSlI5th



Item 1.01 Entry into a Material Definitive Agreement.



Asset Purchase Agreement



On February 10, 2019, Determine, Inc. (formerly known as Selectica, Inc.), a Delaware corporation (the “Company”), Corcentric, Inc., a Delaware corporation (“Parent”) and Corcentric Acquisition, LLC, a Delaware limited liability company (“Buyer”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company has agreed to sell substantially all of its assets to Buyer and Buyer has agreed to acquire such assets and assume certain liabilities of the Company as specified in the Purchase Agreement (the “Asset Sale”). As consideration for the Asset Sale, Buyer has agreed to pay to the Company a cash purchase price of $32,000,000 (the “Purchase Price”), subject to certain adjustments and escrow arrangements specified in the Purchase Agreement



At the closing of the Asset Sale (the “Closing”), which is to occur no more than two business days following the satisfaction or waiver of all closing conditions set forth in the Purchase Agreement, Buyer will deliver to the Company a cash payment equal to $29,782,000, representing the Purchase Price, minus the Escrow Amount (as defined below), minus $217,500, for the premium to obtain an insurance policy (the “R&W Insurance Policy”) selected by Buyer providing insurance coverage to Buyer in the event of breach or inaccuracy of the representations and warranties of the Company under the Purchase Agreement (collectively, the “Cash Purchase Price”). At the Closing, $2,000,000 of Purchase Price (the “Escrow Amount”) will be held in escrow as security for the indemnification, compensation and reimbursement obligations of the Company under the Purchase Agreement (the “Escrow Fund”) and, unless earlier used to satisfy claims pursuant to the terms of the Purchase Agreement, such amount will remain in the Escrow Fund and will be delivered to the Company shortly after the twelve (12) month anniversary of the Closing.



GO $DTRM
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